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On-Demand Training:
Tolling Agreements for Power Plants

Recorded: March 25, 2026

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As utilities navigate evolving power markets, tolling agreements for power plants remain a cornerstone for managing generation assets, allocating market risk, and securing dependable capacity. This one-day course provides a practical understanding of how these agreements are structured, regulated, and negotiated, helping utility professionals strengthen commercial and operational decision-making.

Participants will explore how tolling agreements differ from PPAs and VPPAs, examine federal and state regulatory frameworks that influence contract design, and learn to craft commercial terms that balance flexibility with risk mitigation. 

Through real-world examples and negotiation case studies, attendees will gain the tools to evaluate, structure, and manage tolling agreements that align with reliability goals, financial objectives, and compliance requirements.

Register now to gain practical insights and proven strategies for managing power plant tolling agreements with confidence.

Learning Outcomes

  • Analyze the strategic role of tolling agreements within the broader power market framework, and compare their positioning to other offtake structures
  • Evaluate the regulatory and legal frameworks governing tolling arrangements, including FERC jurisdiction and state-level oversight that influence project structuring and risk allocation
  • Differentiate between thermal and battery storage agreements and assess how their commercial structures and performance metrics vary
  • Assess how commercial terms such as capacity commitments, performance guarantees, and credit support can balance flexibility with risk mitigation
  • Interpret key financial and operational metrics, such as heat rate, efficiency, round-trip losses, and capacity revenues
  • Construct strategies for effective contract management and dispute resolution, including amendment processes, default remedies, and termination considerations to ensure ongoing compliance and operational resilience
  • Apply insights from real-world negotiations and case studies to understand how stakeholder objectives and market dynamics shape deal outcomes and long-term project success

Register

This is a recorded session - no instructor interaction is available. Recordings do not qualify for continuing education credits. Recordings will expire 30 days from date of purchase and sharing, downloading or copying of the recording in any way is strictly prohibited and will result in the termination of your license.

PURCHASE THIS RECORDING:

Recording license(s)$ 995.00 each

Agenda

8:45 AM - 9:00 AM

Log In

9:00 - 10:00 AM

Foundations of Tolling Agreements

In this session, attendees will learn the foundations of tolling agreements to understand their purpose and position within the broader market framework.

  • Overview of power project contractual offtake structures
  • Core contractual functions: ownership, operation, and market participation
  • Tolling Agreement vs. Power Purchase Agreement (PPA) vs. Virtual PPA (VPPA)
  • The role of tolling agreements in wholesale power markets
  • Market participants and commercial motivations
  • Key economic drivers: fuel supply, conversion, and capacity revenue
  • Thermal vs. Battery Tolling Agreements
  • Operational context and structural considerations
10:00 - 10:15 AM

Morning Break

10:15 AM - 12:00 PM

Regulatory and Legal Framework of Tolling Agreements

In this session, attendees will identify the primary  federal and state regulatory frameworks that affect tolling structures and assess how regulatory requirements intersect with contract drafting and risk allocation.

  • Federal regulatory considerations, including FERC jurisdiction over tolling agreements
  • Market-based rate authority, reporting obligations (EQR and Order 860), and FPA Section 203 considerations
  • State-level permitting and oversight, including SB 6 (Texas)
  • Bi-lateral and organized markets: tariff-to-contract implications
  • Environmental compliance and emissions regulations under the Clean Air Act
  • CFRC-Dodd Frank considerations and the “facilities test”
  • Hart-Scott Rodino antitrust implications for tolling agreements
12:00 - 1:00 PM

Lunch Break

1:00 - 2:50 PM

Commercial Terms and Risk Allocation

In this session, attendees will gain practical insight into structuring commercial terms that balance operational flexibility, financing requirements, and risk mitigation among project participants.

  • Term, capacity, scheduling, and dispatch rights
  • Milestones (COD, testing requirements, delay lliquidated damages, longstop dates)
  • Fuel supply and transportation responsibilities
  • Performance obligations availability standards, and heat rate considerations
  • Payment structure: capacity payments, variable payments, and billing mechanisms
  • Payment disputes (withholding vs. Pay-under-protest; interest; invoice finality)
  • Credit support mechanisms and default provisions
  • Allocation of environmental and change-in-law risk
  • Force majeure and termination remedies
  • Thermal vs. Battery tolling agreements: key commercial metrics
  • Amendments, extensions, and end-of-term considerations
2:50 - 3:05 PM

Afternoon Break

3:05 - 4:00 PM

Negotiation Strategies for Tolling Agreements and Case Studies

In this session, attendees will explore real-world deal structures and gain an understanding of how negotiation dynamics shape final contract terms.

  • Why tolling agreements are used in modern gas-fired generation
  • Balancing developer, off-taker, and lender/investor interests
  • Optionality, purchase options, and evolving market trends
  • Case studies of successful and failed tolling arrangements
  • Lessons learned from recent transactions and disputes
  • Dispute resolution and termination considerations
4:00 - 4:30 PM

Q&A and Closing Discussion

  • Open audience Q&A
  • Discussion of key takeaways and emerging issues in the sector
  • Closing remarks and participant feedback

Instructors

Ken Irvin is co-leader of Sidley’s Global Energy and Infrastructure practice and one of the nation’s foremost authorities on energy regulatory and transactional matters. He advises utilities, power generators, and investors on all aspects of wholesale power and natural gas transactions, including structuring, compliance, and dispute resolution related to tolling agreements and other generation offtake arrangements. Ken’s experience spans FERC enforcement, market design, and federal and state regulatory issues that shape the commercial and legal framework for gas-fired power projects. He regularly counsels clients on risk management, hedging strategies, and asset management agreements under FERC Order 712. Recognized by Chambers USA and The National Law Journal as a leader in energy law, Ken brings deep insight into the practical and regulatory dimensions of tolling agreements.

Ken Irvin

Partner

Sidley

Sarah Tucker is a partner in Sidley’s Washington, D.C. office, where she represents energy companies, financial institutions, and commodity market participants in complex transactional and regulatory matters. Her practice focuses on structuring and negotiating offtake, trading, and hedging arrangements for power and fuel markets including tolling agreements across thermal, renewable, and battery storage facilities. Sarah advises clients on project development and operational contracts covering energy management, EPC, and interconnection, as well as on regulatory compliance involving FERC, DOE, and Dodd-Frank requirements. She has extensive experience working on innovative power purchase and tolling structures that optimize generation economics and manage market risk. Sarah also serves on the Edison Electric Institute’s contract drafting committee, contributing to the standardization of key industry agreements.

Sarah Tucker

Partner

Sidley